Contents

Overview

The Bona Vacantia division (BVD) of the Government Legal Department deals with intellectual property previously owned by a dissolved company which now belongs to the Crown.

BVD can sell bona vacantia intellectual property for its open market value.

BVD will not transfer bona vacantia intellectual property to you for less than the minimum consideration set out below plus costs.

They will not transfer intellectual property with any title guarantee or provide any representations or warranties in connection with it (either express or implied).

This means that when BVD sell rights they do not give any guarantee or assurance that the Crown has the legal right to sell them or provide any assurance about past disputes or other matters that might be relevant to a purchaser. You will have to deal with any subsequent disputes that may arise.

If an offer is made to sell intellectual property it will not include any goodwill that may be associated with it.

When you approach BVD, you do so on the basis that there is no guarantee that BVD will sell the intellectual property to you because BVD will always make their own independent assessment of the correct manner of disposal and who to sell it to (if anyone).

Copyright

a copy of a deed of assignment of the copyright to the dissolved company or other evidence to show that the dissolved company owned the copyright

Other intellectual property

Also provide:

a copy of the patent registration details the Intellectual Property Office or other evidence that the dissolved company owned the intellectual property

BVD will be unable to progress without all of this information.

Valuation and what happens next

BVD will check that the company was the owner of the intellectual property at the time it was dissolved. You are responsible for demonstrating that the company was the owner by providing the documents detailed above.

If BVD agree that the intellectual property is bona vacantia they will then decide how to dispose of it. There is no guarantee that you will be given the opportunity to buy it. You may, or BVD may sell it to someone else, retain it or disclaim it (i.e. give up the Crown’s interest).

BVD will make such investigations with you and third parties as they consider necessary to determine the value of the intellectual property and the most appropriate terms of disposal. They may ask you to provide further information including making enquiries with third parties.

Depending on the date when the company was dissolved, it is possible that it can be restored to the Companies Register and then the intellectual property would automatically revert to the company. If restoration is possible, before deciding to sell or disclaim (i.e. give up the Crown’s interest) BVD may ask the former members or liquidator of the company if they intend to restore the company.

In some cases, BVD may require a professional valuation of the intellectual property in order to establish the value of it and best means of disposal. If they do, you will need to provide money to pay for the valuation before it is obtained.

If BVD offer to sell they will only do so for the open market value of the intellectual property subject always to the following minimum prices:

for a UK trademark £1,000

for an EU trademark £2,000

for a copyright £1,000

for a patent and other intellectual property £1,000

You will have to pay VAT on the consideration.

You will also have to pay BVD’s costs of £300 plus VAT for each asset.

The terms and conditions of any assignment will be on such terms that BVD will set out. All matters remain strictly subject to contract (i.e. are not binding) until completion which will take place by payment of all consideration and costs and the execution by BVD of a deed of assignment.

If BVD do offer to sell the intellectual property, completion of the sale must take place within the time period that they prescribe. It is their practice to require that completion of the sale takes place before the disclaimer period expires.

The subsequent registration of the assignment of the intellectual property will be a matter for you. BVD will not be able to help with the registration of the assignment or with any enquiries or requisitions raised by the registration authority. You will also be responsible for paying any fees due for registering the assignment.

If the total cost of the transaction is £10,000 or more BVD will ask for proof of identity and address in accordance with anti-money laundering procedures.